[NEW PLAN REALTY TRUST LETTERHEAD]



                                    April 24, 1998



To Our Shareholders:

            On April 13, 1998, your Board of Trustees adopted a Shareholder
Rights Plan. As part of that Plan, the Board declared a distribution to
shareholders of record at the close of business on April 24, 1998 of one Share
Purchase Right on each outstanding Share of Beneficial Interest of New Plan
Realty Trust. A Summary of Rights explaining the terms of the Rights is enclosed
herewith.

            The action taken increases your Board's ability to effectively
represent the interests of shareholders collectively in the event of an
unsolicited attempt to acquire control of the Company. The Board considers these
Rights to be an appropriate means of protecting both your right to retain your
equity investment in the Company and the full value of that investment.

            There are numerous means by which an acquiror can obtain control of
a target company upon terms which are unfair to its shareholders and by means
which significantly weaken the target company. The Rights contain provisions
designed to protect shareholders against abusive practices which can unfairly
pressure shareholders to sell their shares at less than full value. Over 1,800
other U.S. companies have issued rights similar to those approved by your Board
to protect their shareholders against these tactics.

            The distribution of these Rights is not intended to prevent a
takeover of the Company and will not do so. However, it should deter an attempt
to acquire the Company in a manner or on terms that the Board determines not to
be in the best interests of the Company's shareholders.

            The Rights may be redeemed by the Company at $.005 per Right prior
to the close of business on the tenth day after the time that beneficial
ownership or voting control of 15% or more of the Company's outstanding voting
shares of beneficial interest has been accumulated by a person or an affiliated
group. The Board of Trustees may extend the period for redemption in accordance
with the Rights




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Agreement. Thus, the Rights should not interfere with a negotiated merger or
other business combination approved by the Board.

            Issuance of the Rights does not in any way weaken the financial
strength of the Company or interfere with its business plans. The issuance of
the Rights has no present dilutive effect, will not affect reported results per
share, is not taxable to the Company or to you under current federal income tax
law, and will not change the way in which you can presently trade the Company's
shares. If the Rights should become exercisable, shareholders, depending on then
existing circumstances, may recognize taxable income.

            The Board was aware when it acted that some people have advanced
arguments that securities of the sort we are issuing deter legitimate
acquisition proposals. The Board carefully considered those views and concluded
that the arguments are speculative and unconvincing and certainly do not justify
leaving shareholders with less effective protection against unfair treatment by
an acquiror who, after all, would be seeking its own advantage, not yours. The
Board believes that these Rights represent a sound, reasonable and appropriate
means of addressing the complex issues of corporate policy created by the
current takeover environment.

            In declaring the Rights distribution, we have expressed our
confidence in New Plan Realty Trust's future and we believe we have increased
your ability to participate in that future.



                                    Sincerely,


                                    William Newman
                                    Chairman and
                                    Chief Executive Officer






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